(a) Grant of License

Subject to the terms of this Agreement, SCIKIQ grants to Customer a non-exclusive, non-transferable, non-cancellable, temporary license to install, operate and run SCIKIQ’s proprietary enterprise data collaboration software program (the “Software”) as set forth in the Order Form (the “License”). Customer may only grant access to the Software to the number of Builders authorized in the Order Form and to Customer’s Affiliates that have been authorized by SCIKIQ (the “Authorized Affiliates”).

(b) Maintenance & Support

SCIKIQ will provide maintenance and support services for the Software as set forth in the SLA.

(c) Professional Services

Customer may purchase configuration, consulting, and professional services from SCIKIQ (“Professional Services”) via the Order Form or a mutually executed SOW.

(a) Restrictions on Use

Customers may use the License only in accordance with SCIKIQ’s instructions and will not:

• Use the Software for any party other than Customer or Authorized Affiliates.
• Offer outsourcing, data processing, service bureau, or time-sharing services to any third party.
• Rent, lease, lend, or otherwise share the Software.
• Use the Software for non–internal-business purposes.

(b) Copying

Customer may make one backup copy only. All proprietary notices must be retained.

(c) Affiliates; Outsourcers

Customers may grant access to a contractually authorized Outsourcer (not a competitor of SCIKIQ) subject to confidentiality obligations. Customers must terminate access when Outsourcer engagement ends.

(d) Delivery

Software is considered delivered when the Customer accesses it remotely via HTTPS or other electronic means.

(e) Testing & Acceptance

Software testing must occur prior to entering the Agreement. Acceptance must be delivered before the Effective Date.

(f) Verification Process

Customers must maintain auditable records proving compliance with license terms. SCIKIQ may conduct audits with reasonable notice.

(a) Performance Warranty

SCIKIQ warrants the Software will materially operate as per the Documentation. SCIKIQ will correct any failure or provide a new release. Warranty exclusions apply (misuse, third-party issues, unauthorized modifications, etc.).

(b) Additional Warranties

SCIKIQ warrants:

• Professional Services will be provided by skilled personnel.
• Services comply with written specifications.
• Software contains no malicious code.
• Documentation provided enables normal use.
• SCIKIQ will use reasonable industry-standard practices.

Both parties warrant they have legal authority to enter this Agreement.

(c) Disclaimer

Except as expressly stated, SCIKIQ disclaims all warranties, including implied warranties, merchantability, fitness, non-infringement, uptime guarantees, or error-free operation.

(a) Fees and Taxes

Customer must pay all Fees listed in the Order Form or SOW. Payments are non-cancellable and non-refundable. Late payments incur interest and possible License suspension.

(b) License Increase

Customer may increase License allocations anytime; Fees are prorated.

(a) Proprietary Rights

The Software, Documentation, Support, and Professional Services intellectual property belong to SCIKIQ. Customer owns results generated using Software. SCIKIQ retains ownership of all SCIKIQ Property, including enhancements, ideas, and feedback.

(b) Ownership of Work Product

Except as expressly stated, SCIKIQ disclaims all warranties, including implied warranties, merchantability, fitness, non-infringement, uptime guarantees, or error-free operation.

(c) Confidentiality

Customer owns Deliverables (excluding SCIKIQ Property). SCIKIQ Property within Deliverables is licensed only for internal use.

(a) Term

The License Term begins on the date in the Order Form or the Delivery Date.

(b) Termination for Cause

Either party may terminate for uncured material breach (30 days) or insolvency.

(c) Early Termination

If Customer terminates early (not due to SCIKIQ’s breach), all remaining Fees become immediately payable.

(d) Obligations upon Termination

Customer must:

• Stop using Software.
• Destroy or return all copies.
• Purge all installations.
• Certify compliance in writing.

Both parties warrant they have legal authority to enter this Agreement.

(e) Survival

Key sections (warranty disclaimers, IP, confidentiality, liability limits, indemnification, etc.) survive termination.

(a) SCIKIQ Indemnification

SCIKIQ indemnifies Customer against IP infringement claims related to use of Software. SCIKIQ may procure alternative solutions or modify Software to avoid infringement.

(b) Customer Indemnification

Customer indemnifies SCIKIQ for claims arising from misuse or violation of the Agreement.

(c) Mutual Provisions

Indemnification obligations require:

• Prompt notice.
• Sole control of defense by indemnifier.
• Cooperation by the other party.